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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [x]
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[_] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[_] Definitive Proxy Statement
[X] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
Lyondell Chemical Company
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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[_] Fee paid previously with preliminary materials.
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[Lyondell letterhead]
April 30, 2003
Mr. Eric D. Roiter
Senior Vice President and General Counsel
Fidelity Management and Research
82 Devonshire Street--Mail Zone E30E
Boston, MA 02109
Dear Mr. Roiter,
Lyondell Chemical Company is interested in and would like to address Fidelity's
concerns regarding the proposed Amended and Restated Lyondell Chemical Company
Restricted Stock Plan for Non-Employee Directors (the "Plan"), as presented in
Lyondell's Proxy Statement dated March 26, 2003. We understand that Fidelity has
one principal area of concern:
The Board/Committee should not be authorized to materially amend the
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plan without shareholder approval. Material amendments are those that
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(i) materially increase the benefits accruing to participants under the
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plan, (ii) materially increase the number of securities which may be
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issued under the plan or (iii) materially modify the requirements for
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participation in the plan. As described in Lyondell's Proxy Statement,
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all of Lyondell's active equity compensation plans have been approved
by shareholders and our practice has been to not make material
modifications to equity compensation plans without shareholder
approval. As a result, management is willing to recommend to Lyondell's
Board of Directors and the Corporate Governance and Responsibility
Committee of Lyondell's Board of Directors that they adopt an amendment
to the Plan to make Lyondell's current practice explicit in the Plan by
restating Section 9 of the Plan in its entirety, as follows:
Plan Termination or Amendment. The Committee at any time may terminate
the Plan and from time to time may alter or amend all or any part of
the Plan (including any amendment deemed necessary to ensure that the
Company complies with any regulatory requirement in Section 7) without
shareholder approval. No Plan termination or amendment may impair the
rights of an Eligible Director to awards of Restricted Shares and
associated Deferred Cash Payments granted under the Plan without the
Director's consent. In addition, no Plan amendment shall be made
without the approval of the Company's shareholders to the extent such
approval is required by law or agreement or if such amendment would:
(a) materially increase the benefits accruing to Eligible Directors
under the Plan;
(b) materially increase the number of shares of Common Stock
authorized for grant under Section 8 of the Plan;
(c) materially modify the requirements for participation in the Plan,
as provided under Section 3 of the Plan;
(d) allow the creation of types of awards other than as provided
under Section 4 of the Plan; or
(e) change any of the provisions of this Section 9.
We appreciate the opportunity to resolve your concerns regarding the Plan.
Lyondell's annual meeting of shareholders will be held on May 1, 2003. As a
result, please contact me at your earliest convenience if you have any
additional concerns regarding the Plan.
Sincerely yours,
/s/ Kerry A. Galvin
Kerry A. Galvin
Senior Vice President, General Counsel and Secretary